Under the Disclosure and Transparency Rules (DTRs) shareholders and holders of financial instruments falling within DTR 5.3.1R(1) can sometimes incur notification requirements.
The DTRs include rules designed to ensure appropriate levels of transparency around the ownership of companies whose shares are admitted to trading on a regulated market such as the Main Market of the London Stock Exchange. The rules also apply to UK incorporated companies trading on an exchange-regulated markets, such as the Alternative Investment Market.
They require shareholders and holders of financial instruments falling within DTR 5.3.1R(1) to disclose to the issuer and to us when their holding reaches or falls below a given threshold.
There are a number of exemptions and revised thresholds for certain market participants, for instance custodians, and market-makers.
The relevant rules are in Chapter 5 of the Disclosure & Transparency Rules (DTRs).
If there is any doubt about the application of a rule to a given set of circumstances, professional advice should be sought in the first instance.
How to make a shareholder notification
Shareholders and holders of financial instruments falling within DTR 5.3.1R(1) must determine their holding no later than midnight on the day of trade. To calculate the proportion of shares they should use the total number of voting rights according to the issuer's most recent disclosure. NB: figures should be rounded down to the next whole number.
Shareholders and holders of financial instruments falling within DTR 5.3.1R(1) should inform the issuer using the TR-1 major shareholdings notifications form. For information on completing the TR-1 form see our Notes on Form TR1.Investors in companies traded on a regulated market should also inform the FCA at the same time by sending the completed TR-1 form via email to email@example.com.
Major Shareholding Rules (DTR 5) Exemption
On examination the FCA is satisfied that the laws governing major shareholder legislation in the following countries are equivalent. Issuers with securities admitted to trading on a regulated market in the UK that are incorporated in any of these countries will be exempt from the requirements under DTR 5.
The rules require market-makers to notify the FCA in some circumstances. A notification can be made using the TR-2 form. The completed form should be emailed to firstname.lastname@example.org, with the subject line 'Market maker notification' followed by the name of the relevant market maker.